DOC CloudMD Software & Services Inc

CloudMD Software & Services Inc. (TSXV: DOC, OTCQX: DOCRF, Frankfurt: 6PH) (the “Company” or “CloudMD”), an innovative health services company transforming the delivery of care, today announced that it has closed the sale of its U.S. based Electronic Medical Records (“EMR”), Practice Management (“PM”), and Revenue Cycle Management (“RCM”) assets for approximately US$6.3 million. The sale was pursuant to a definitive agreement (the “Agreement”) with a subsidiary of N. Harris Computer Corporation (“Harris”) and follows the sale of CloudMD’s Canadian EMR business in October 2022.

Karen Adams, CEO of CloudMD, commented, “We continue to successfully execute our strategy of focusing on our higher growth and margin businesses while surfacing value from non-core assets in our portfolio. The leadership team’s focus is on growing our core Health and Wellness Services business and executing on our expanded pipeline in our Health and Productivity Solutions business, particularly our remote patient monitoring platform. This will further enable us to deliver on our path to profitability with deployment of capital and resources to high growth opportunities.”  

Transaction Details

The consideration to be paid by Harris in connection with the sale is US$6.3 million. Approximately US$5.5 million of the consideration was paid on closing (subject to adjustments for working capital) with the balance held as a customary holdback.

INFOR Financial Inc. acted as exclusive financial advisor and Cassels Brock & Blackwell LLP acted as legal advisor to CloudMD.

About N. Harris Computer Corporation (Harris)

Harris acquires vertical market software businesses, manages them using industry best practices, and builds them for the future. Through acquisitions, Harris has grown extensively from its roots in the utilities, local government, education, and healthcare sectors to operate over 170 businesses globally across more than twenty industries. Harris is an operating group of Constellation Software Inc. (TSX: CSU), one of North America’s most active acquirers of software businesses.

About CloudMD Software & Services

CloudMD is an innovative North American healthcare service provider focused on empowering healthier living by combining leading edge technology with an exceptional national network of healthcare professionals. Every day, our employees and health care providers live our values of delivering excellence, collaboration, connected communication and accountability to solve complex health problems. CloudMD’s industry leading workplace health and wellbeing solution, Kii, supports members and their families with a personalized and connected healthcare experience across mental, physical and occupational health. Kii delivers superior clinical health outcomes, consistent high engagement, and measurable ROI for payers such as employers, educational institutions, associations, governments, and insurers. CloudMD is also a market leader in workplace absence management through data-driven prevention, intervention and return to work programs.

In addition, the Company sells health and productivity tools to hospitals, clinics, and other healthcare service providers to empower them to deliver better care. Visit www.cloudmd.ca to learn more about the Company’s comprehensive healthcare offerings.

“Karen Adams”

Chief Executive Officer

FOR ADDITIONAL INFORMATION, CONTACT:

Investor Relations

Investors@cloudmd.ca

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Statements

This news release contains “forward-looking statements” and “forward-looking information” within the meaning of Canadian securities laws, including statements about the Company’s growth strategy and profitability. These statements are based upon information currently available to CloudMD’s management. All information that is not clearly historical in nature may constitute forward‐looking statements. In some cases, forward‐looking statements may be identified by the use of terms such as “forecast”, “assumption” and other similar expressions or future or conditional terms such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would”, and “should”. Forward-looking statements contained in this news release are based on certain factors and assumptions made by management of CloudMD based on their current expectations, estimates, projections, assumptions and beliefs regarding their business and CloudMD does not provide any assurance that actual results will meet management’s expectations. While management considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect. Such forward‐looking statements are not guarantees of future events or performance and by their nature involve known and unknown risks, uncertainties and other factors, including those risks described in the Company’s MD&A (which is filed under the Company’s issuer profile on SEDAR and can be accessed at www.sedar.com), that may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward‐looking statements. Although CloudMD has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward‐looking statements, other factors may cause actions, events or results to be different than anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such forward‐looking statements. Accordingly, readers should not place undue reliance on forward‐looking information. CloudMD does not undertake to update any forward-looking information, whether as a result of new information or future events or otherwise, except as may be required by applicable securities laws.